NONCOMPETE AND TRANSITION AGREEMENT

Exhibit 10.31

NONCOMPETE AND TRANSITION AGREEMENT

THIS NONCOMPETE AND TRANSITION AGREEMENT (“Agreement”) is between Richard H. Anderson (“Executive”) and United HealthCare Services, Inc. (“UNH”).

WHEREAS, Executive voluntarily resigned his employment with UNH effective September 15, 2007 (“Resignation Date”).

WHEREAS, UNH believes it is in the best interests of the Company to obtain non-compete and non-solicitation agreements from Executive for a duration that is longer than the noncompete agreement provided for in Executive’s employment agreement dated December 1, 2006.

NOW THEREFORE, the parties agree as follows:

1. Non-Compete. Executive agrees, for 36 months following his Resignation Date, not to engage or participate, directly or indirectly, for Executive or for any other person or entity, as agent, employee, officer, director, consultant, owner, principal, partner or shareholder, or in any other individual or representative capacity, in, or in any way render services or assistance to, any business that competes, directly or indirectly, with any UnitedHealth Group product or service that Executive participated in, engaged in, or had Confidential Information (as defined in Executive’s employment agreement) during Executive’s employment; provided, however, that this Section 1 will not prevent Executive from being employed by, or working as a consultant to, or serving on the board of, or being an owner or an investor in, a private equity firm. If, in the future, within the 36-month noncompetition period, Executive wishes to assume a role in the health care industry, Executive will consult in advance with UNH to determine whether UNH reasonably believes such a role violates this provision. Executive agrees that UNH is required to pay the compensation described in Section 3 only so long as Executive remains in compliance with his obligations under Sections 1 and 2.

2. Non-Solicitation. Executive agrees, for 36 months following his Resignation Date, Executive shall not (1) recruit or solicit any UnitedHealth Group employee or consultant or (2) directly or indirectly solicit, divert, or take away, or attempt to solicit, divert, or take away, any person or entity who was a UnitedHealth Group provider or customer within 12 months of the Resignation Date and with whom Executive had contact to further UnitedHealth Group’s business or for whom Executive performed services or supervised the provision of services during Executive’s employment.

3. Confidential Information. Executive has received access to and provided with sensitive, confidential, proprietary and trade secret information (“Confidential Information”) during the course of Executive’s employment. Examples of Confidential Information include: inventions; new product or marketing plans; business strategies and plans; merger and acquisition targets; financial and pricing information; computer programs, source codes, models and databases; analytical models; customer lists and information; and supplier and vendor lists and information. Executive agrees not to disclose or use Confidential Information after Executive’s employment with UNH, except as UNH may consent in writing. This section 3 does not restrict use or disclosure of publicly available information or information: (i) that Executive obtained from a source other than UNH before becoming employed by UNH or (ii) that Executive received from a source outside UNH without an obligation of confidentiality.

4. Consideration. In consideration of Executive’s commitments under this Agreement, including the noncompetition and non-solicitation obligations under Sections 1, 2 and 3 of this Agreement, UNH will pay Executive a lump sum of $2,030,000. Because Executive is considered a “key employee” for purposes of Section 409A of the Internal Revenue Code, this payment will not be made until six months following the Resignation Date.

All amounts paid under this Section 4 will be paid to Executive less tax withholdings and deductions. The amounts paid to Executive under this Section 4 do not constitute severance compensation and therefore will not extend the vesting or exercise periods for Executive’s stock options and stock appreciation rights awards. Those awards are governed by their respective certificates and the applicable plan documents, and this Agreement does not supersede or modify in any manner those certificates and plan documents.

5. Non-Disparagement. Executive agrees not to criticize, make any negative comments or otherwise disparage UNH or those associated with it, whether orally, in writing or otherwise, directly or by implication, to any person or entity, including UNH customers and agents.

6. Release. In consideration for the payments and commitments UNH has made in this Agreement, Executive releases the following parties from all claims he may have, known or unknown, against them: